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Florida’s Series LLC: A Practical Guide for Investors from Mexico, Brazil, Chile, Panama, Colombia, and Argentina

Author: Yoel Molina, Esq., Owner and Operator of the Law Office of Yoel Molina, P.A.​

08 November 2025

Florida’s Series LLC: A Practical Guide for Investors from Mexico, Brazil, Chile, Panama, Colombia, and Argentina

 

Florida has moved to recognize a Series LLC framework—sometimes called a protected series LLC—that lets one parent LLC create multiple, liability-segregated “series” under a single umbrella. For international investors and entrepreneurs eyeing Miami-Dade and the broader Florida market, this is a big deal. It promises a cleaner way to separate projects, properties, brands, and partners without spinning up a dozen separate entities.
As a Miami business attorney, I’ll break down what a Series LLC is, how it works in Florida, and where the advantages—and pitfalls—are for clients from Mexico, Brazil, Chile, Panama, Colombia, and Argentina.
 

What Is a Series LLC (in Plain English)?

 

Think of a Series LLC as one master company (the “parent LLC”) that can form internal “cells” called series. Each series can have its own assets, liabilities, members, and business purpose. The core promise is liability segregation: if you follow the rules, the debts or lawsuits of one series generally shouldn’t reach the assets of the other series or the parent.
Key ideas you should know:
  • One umbrella, many compartments. You can place different properties, ventures, or brands into their own series while centralizing administration at the parent level.
  • Separate books and records. Each series needs distinct accounting and clear identification of which assets “belong” to it.
  • Naming matters. Each series should use a name that clearly links it to the parent and signals its “protected series” status.
  • Annual compliance. Expect reporting requirements to ensure the state knows which series exist and are active.
 
Bottom line: when built and maintained correctly, a Series LLC can deliver the practical benefits of multiple LLCs—but with less friction and more centralized control.
 

Why International Investors Should Care

 

For cross-border clients building a U.S. footprint—especially in Miami-Dade County—the Series LLC can streamline how you scale and protect assets. Here’s how clients from Mexico, Brazil, Chile, Panama, Colombia, and Argentina typically use it:
 

1) Real Estate: “One Property, One Series”

If you own several rental condos in Brickell, a short-term rental in Miami Beach, and a duplex in Coral Gables, you can isolate risk by placing each property into its own series. A tenant claim in Series A shouldn’t jeopardize the assets in Series B or C—so long as you follow formalities:
  • Title each property in the correct series name
  • Maintain separate bank accounts and bookkeeping
  • Use series-specific leases, vendor contracts, and insurance
This structure is especially attractive for Latin American family offices and individuals who plan to grow a U.S. rental portfolio without forming a new LLC every time they buy a door.
 

2) E-Commerce and Multi-Brand Operations

If you run multiple product lines (for example, health supplements, home goods, and apparel), put each brand into its own series. Product liability or supplier issues in one series shouldn’t contaminate the others. This is useful for founders in Brazil and Mexico who are opening U.S. sales channels while protecting the broader enterprise.
 

3) Deal-by-Deal Partnerships

A Series LLC is tailor-made for syndicating deals one project at a time. Invite certain co-investors into Series 1 for a Wynwood property renovation, and a different investor group into Series 2 for a Kendall retail center. You’ll have separate cap tables and economics without creating an all-new LLC for each deal.
 

4) Centralized Admin, Lower Friction

You can manage accounting, HR, and general vendor relationships at the parent level, but keep operations and risk siloed at the series level. That trade-off—strong separation with lighter admin—speaks directly to entrepreneurs from Chile, Panama, and Colombia who want operational efficiency with real asset protection.
 

How the Liability Shield Works (and How It Can Fail)

 

The Series LLC’s central promise depends on formalities:
  • Good records. Maintain distinct books for each series showing which assets are “associated” with it.
  • Clean banking. Don’t commingle funds. Each series needs its own bank account.
  • Proper signatures. Contracts should be signed in the name of the correct series, not generically by the parent.
  • Aligned insurance. Policies and endorsements should reference the proper series where appropriate.
When these basics get sloppy—shared bank accounts, fuzzy invoices, wrong entity names on leases—the shield can break down. Courts and counterparties look for consistency.
 

Common Use Cases We See in Miami-Dade

 

  • Short-Term Rentals: Each property (or building) in its own series; unified property management agreement with cross-charging for centralized services.
  • Franchise/Locations: Each store or territory in a separate series to prevent “spillover” claims across sites.
  • IP/Branding: Trademarks and domains held series-by-series to isolate brand risk and simplify asset sales.
  • Construction & Development: Land banking in one series, development JV in another, and operations in a third, all under one parent.
 

Practical Compliance Roadmap (What We Handle for You)

 

  • Parent LLC Formation or Review We confirm your operating agreement empowers the company to create series, sets voting thresholds, and authorizes managers to handle filings.
  • Series Designations and Naming We prepare each series designation with compliant naming that ties to the parent and clearly indicates “protected series” status. We also ensure your registered agent coverage properly extends to the series.
  • Operating Agreement Overhaul We create schedules for members, managers, capital, distributions, transfer restrictions, and dissolution—unique to each series. Where series share services (accounting, marketing, property management), we draft intercompany agreements that formalize cost sharing.
  • Banking, Books, and “Associated Asset” Ledgers Each series gets its own bank account and a ledger showing which assets belong to it. We coordinate with your CPA to align bookkeeping and tax treatment.
  • Contracts and Signatures Leases, vendor agreements, loan docs, and NDAs must name and be signed by the specific series—not the parent. We provide signature blocks like: [Parent LLC Name] – [Series Name], a Florida protected series, by [Authorized Signer, Title].
  • Insurance, Permits, and Licenses We make sure insurance certificates, endorsements, permits, and any local filings match the exact series name to avoid coverage or compliance gaps.
  • Annual and Ongoing Compliance We calendar reporting deadlines and help you add, dissolve, or merge series as your portfolio evolves.
  • Foreign Series Doing Business in Florida If you already have a Series LLC in another U.S. state and want to operate in Miami-Dade, we handle foreign registrations so the parent and any active protected series are properly authorized in Florida.
 

Cross-Border Considerations for Latin American Clients

 

Banking & KYC: U.S. banks require detailed ownership and control information. Having a clear parent/series structure—and documenting who owns what—speeds compliance.
Tax Coordination: The IRS may treat each series as a separate entity in some contexts. Your classification (disregarded entity, partnership, or corporation) depends on ownership and elections. We coordinate with your U.S. and home-country tax advisors to account for withholding, treaty benefits, FIRPTA (for real estate), and potential CFC/controlled entity issues in your home jurisdiction.
Wealth Planning: Many clients from Argentina, Colombia, and Chile integrate Series LLCs with trusts or holding companies for estate and succession planning. We work alongside your private-client counsel to align ownership and governance.
Trademarks & IP: If you’re launching U.S. brands, we can register U.S. trademarks and align ownership at the series level to match your operating risk and exit plan.
Immigration (Important Note): A Series LLC is a business and liability tool, not an immigration pathway. If a visa is part of your strategy (e.g., E-2, L-1), we coordinate with qualified immigration counsel while we handle the business structure.
 

FAQs

 

Is a Series LLC the same as forming multiple standalone LLCs? No. You have one parent LLC with internal series. You still get separation (if you keep clean records), but you can centralize admin and branding at the top.
 
Can I convert an existing Florida LLC into a Series structure? In many cases, yes. We revise your operating agreement, file the necessary series designations, and retitle assets and contracts into the appropriate series.
 
How soon can I use series for new acquisitions? As soon as your parent and the relevant series are set up—and your banking, accounting, and insurance are aligned—you can acquire assets directly in the series names.
 
What are the biggest mistakes to avoid? Commingling money, sloppy names on contracts, missing series from annual reporting, and buying assets in the wrong name. All of these can undermine the liability shield.
 

Action Plan for Investors from Mexico, Brazil, Chile, Panama, Colombia, and Argentina

 

  • Define your portfolio map. List every property, brand, or venture you plan to hold in Florida over the next 12–24 months.
  • Group by risk and exit. Series A might be short-term rentals, Series B a retail plaza JV, Series C a brand you may sell in two years.
  • Build the operating agreement backbone. Get clear rules for capital calls, distributions, related-party services, and dispute resolution (Miami-Dade venue is common).
  • Open series-specific bank accounts and ledgers. Day-one separation matters.
  • Retitle assets, re-paper contracts, and update insurance. Clean execution preserves the shield and keeps lenders comfortable.
  • Establish reporting rhythms. Monthly close, quarterly compliance check, and an annual refresh for active/dissolved series.
With the right setup, you’ll enjoy the flexibility of a multi-project platform while keeping risks in their lanes.

 

For legal help with forming or optimizing a Florida Series LLC for your cross-border business or real estate holdings, contact Attorney Yoel Molina at admin@molawoffice.com, call (305) 548-5020 (Option 1), or message via WhatsApp at (305) 349-3637.